INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 5th, 2019 • Tortoise Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 27, 2019 by and between Tortoise Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 5th, 2019 • Tortoise Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 27, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Tortoise Acquisition Corp., a Delaware corporation (the “Company”), and Tortoise Borrower LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between TORTOISE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of February 27, 2019Warrant Agreement • March 5th, 2019 • Tortoise Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 27, 2019, is by and between Tortoise Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 5th, 2019 • Tortoise Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2019, by and between TORTOISE ACQUISITION CORP., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2019 • Tortoise Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 27, 2019, is made and entered into by and among Tortoise Acquisition Corp., a Delaware corporation (the “Company”), Tortoise Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability company (“Atlas Point”), Tortoise Borrower LLC, a Delaware limited liability company (“Tortoise Borrower”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
February 27, 2019Letter Agreement • March 5th, 2019 • Tortoise Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Tortoise Acquisition Corp., a Delaware corporation (the “Company”), and Barclays Capital Inc., Goldman Sachs & Co. LLC and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,875,000 of the Company’s units (including up to 3,375,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of the Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Pu
TORTOISE ACQUISITION CORP.Tortoise Acquisition Corp. • March 5th, 2019 • Blank checks • New York
This letter agreement by and between Tortoise Acquisition Corp. (the “Company”) and Tortoise Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
